AMP LIMITED — Major Shareholding Notification 2009

Jul 12, 2009

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Date: 13-Jul-09

The Manager Listings Department Australian Stock Exchange Limited

No. of Pages (incl.): 4

NOTICE OF INITIAL SUBSTANTIAL HOLDER

Dear Sir/Madam,

Pursuant to Section 671B of the Corporations Law, AMP Limited discloses a substantial holding in Australian Infrastructure Fund.

The enclosed ASIC Form 603 discloses all required details.

Yours faithfully,

Glen Moran Head of Corporate Actions BNP Paribas Securities Services Phone: 02 9222 0091

BNP PARIBAS FUND SERVICES AUSTRALASIA PTY LTD Level 6 60 Castlereagh Street Sydney NSW 2000 Australia PO BOX R209 Royal Exchange NSW 1225 Australia Tel: +61 2 9222 0000 - Fax: +61 2 9222 0255

ABN 71 002 655 674

Form 603 Corporations Law Section 671B Notice of Initial Substantial Holder

To:

Australian Infrastructure Fund

ACN/ARSN:

063 935 533 / 089 889 761

1. Details of substantial holder

Name: AMP Limited (ACN 079 354 519) and its related bodies corporate.

The holder became a substantial holder on 09-Jul-2009

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate had a relevant interest on the date the substantial holder became a substantial holder are as follows:

Class of securities Number of Securities Persons’ votes Voting power Fully Paid Stapled Securities 26,391,371 26,391,371 5.44%

3. Details of relevant interests

The nature of relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interests	Class and number of securities	Person's votes affected
AMP Life Limited ("AMP Life")	AMP Life is entitled to be the registered holder of the class and number of securities listed beside its name. AMP Life is a controlled body corporate of AMP Limited within the meaning of Section 608(3) of the Corporations Law	Fully Paid Stapled Securities: 13,525,055	13,525,055
AMP Capital Investors Limited ('AMP Capital')	AMP Capital, in its capacity as the investment manager for the persons or trusts listed besides its name in Paragraph 4, has the power to control voting and/or the disposal of securities. AMP Capital is a controlled body corporate of AMP Limited within the meaning of Section 608(3) of the Corporations Law	Fully Paid Stapled Securities: 12,736,969	12,736,969
AMP Capital Investors Limited as Future Directions Australian Share Fund	AMP Capital Investors Limited is a controlled body corporate of AMP Limited within the meaning of Section 608(3) of the Corporations Law	Fully Paid Stapled Securities: 41,408	41,408
AMP Capital Investors Limited as Future Directions Extended Markets International Share Fund	AMP Capital Investors Limited is a controlled body corporate of AMP Limited within the meaning of Section 608(3) of the Corporations Law	Fully Paid Stapled Securities: 70,558	70,558
AMP Capital Investors Limited as Responsible Investment Leader Australian Share Fund	AMP Capital Investors Limited is a controlled body corporate of AMP Limited within the meaning of Section 608(3) of the Corporations Law	Fully Paid Stapled Securities: 14,881	14,881
AMP Capital Investors Limited as Responsible Investment Leader Australian Share Fund	AMP Capital Investors Limited is a controlled body corporate of AMP Limited within the meaning of Section 608(3) of the Corporations Law	Fully Paid Stapled Securities: 2,500	2,500

Total: 26,391,371

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Class and number of securities	Person’s votes affected
AMP Life Limited	AMP Life Limited	AMP Life Limited	Fully Paid Stapled Securities: 13,525,055	13,525,055
AMP Capital Investors Limited	Cogent Nominees Pty Limited	Cogent Nominees Pty Limited	Fully Paid Stapled Securities: 7,262,465	7,262,465

	Cogent Nominees Pty Limited	Cogent Nominees Pty Limited	Fully Paid Stapled Securities: 930,636	930,636
	Citicorp Nominees Pty Limited	Stichting Pensionfonds Hoogovens	Fully Paid Stapled Securities: 155,784	155,784
	Goldman Sachs	AMP Capital Investors Australian Equity Long ShortFund	Fully Paid Stapled Securities: 409,525	409,525
	JP Morgan Nominees AustraliaLimited	Stichting Pensionfonds ABP	Fully Paid Stapled Securities: 664,654	664,654
	JP Morgan Nominees AustraliaLimited	QLD Local Government Superannuation Board	Fully Paid Stapled Securities: 182,529	182,529
	JP Morgan Nominees AustraliaLimited	ARIA scheme	Fully Paid Stapled Securities: 713,089	713,089
	National Nominees Pty Limited	Government Employees Superannuation Board	Fully Paid Stapled Securities: 1,063,839	1,063,839
	National Nominees Pty Limited	Christian Superannuation Fund	Fully Paid Stapled Securities: 197,448	197,448
	National Nominees Pty Limited	Commonwealth Bank Officers Superannunation Corporation Pty Ltd as trustee for the Officers' Superannuation Fund	Fully Paid Stapled Securities: 755,314	755,314
	National Nominees Pty Limited	Government Employees Superannuation Board of WA -SustainableFund	Fully Paid Stapled Securities: 401,686	401,686
AMP Capital Investors Limited as Responsible Entity of the Future Directions Australian Share Fund	Cogent Nominees Pty Limited	AMP Capital Investors Limited	Fully Paid Stapled Securities: 70,558	70,558
AMP Capital Investors Limited as Future Directions AustralianShareFund	Cogent Nominees Pty Limited	AMP Capital Investors Limited	Fully Paid Stapled Securities: 41,408	41,408
AMP Capital Investors Limited as Responsible Investment Leader Australian Share Fund	Cogent Nominees Pty Limited	AMP Capital Investors Limited	Fully Paid Stapled Securities: 14,881	14,881
AMP Capital Investors Limited as Responsible Investment Leader Australian Share Fund	Cogent Nominees Pty Limited	AMP Capital Investors Limited	Fully Paid Stapled Securities: 2,500	2,500
Total: 26,391,371

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration	Class and number of securities
AMP Capitial Investors Limited	21-Apr-2009 to 8-Jul-2009	$807,152.41	Fully Paid Ordinary Shares 529,134
AMP Life Limited	5-May-2009 to 6-Jul-2009	$9,281,972.69	Fully Paid Ordinary Shares 7,257,654
ARIA Scheme	6-Jul-09	$278,033.80	Fully Paid Ordinary Shares 252,758
Christian Superannuation Fund	6-Jul-09	$76,926.30	Fully Paid Ordinary Shares 69,933
Cogent Nominees PtyLimited	6-Jul-09	$355,165.80	Fully Paid Ordinary Shares 322,878
Cogent Nominees Pty Limited	8-Apr-2009 to 6-Jul-2009	$4,373,398.87	Fully Paid Ordinary Shares 3,593,365
Commonwealth Bank Officers Superannunation Corporation Pty Ltd A/T for the Officers' Superannuation Fund.	6-Jul-09	$284,281.80	Fully Paid Ordinary Shares 258,438
Government Employees Superannuation Board	6-Jul-09	$623,586.70	Fully Paid Ordinary Shares 566,897
Queensland Local Government Superannuation Board	1-Apr-2009 to 6-Jul-2009	$106,583.50	Fully Paid Ordinary Shares 87,510
StichtingPensioenfolds - ABP	23-Dec-2008 to 6-Jul-2009	$398,941.14	Fully Paid Ordinary Shares 335,680
Stichting Pensioenfolds Hoogovens	4-May-2009 to 6-Jul-2009	$73,697.07	Fully Paid Ordinary Shares 64,928

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN (if applicable) Nature of association

_Name and ACN(if applicable) _	Nature of association
AMP Life Limited (ACN 079 300 379)	Related bodies corporate of AMP Limited under Part 1.2 of the Corporations Law.
AMP Capital Investors Limited (ACN001 777591)	Related bodies corporate of AMP Limited under Part 1.2 of the Corporations Law.

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
AMP Life Limited	Level 24, 33 Alfred Street, Sydney NSW 2000
AMP Capital Investors Limited	Level 22, 33 Alfred Street, Sydney NSW 2000
Cogent Nominees Pty Limited	Level 6, 60 Castlereagh Street, Sydney NSW 2000
Commonwealth Bank Officers Superannuation	9th Floor, 48 Martin Place, Sydney NSW 2000
Government Employee Superannuation Board	PO Box J755, Perth WA 6842
JP Morgan Nominees Australia Limited	259 George Street, Sydney NSW 2000
National Nominees Pty Limited	271 Collins Street, Melbourne VIC 3000
QLD Local Government Superannuation Board	Of GPO Box 264, Brisbane QLD 4001
Stichting Pensioenfonds Hoogovens	PO Box 10,000, 1970 CA IJmuiden, The Netherlands
Stichting Pensioenfonds ABP	PO Box 10,000, 1970 CA IJmuiden, The Netherlands